Last revised: September 16th, 2019
Education Planet Inc. permits you to use this site, subject to the following Terms.
Modification of These Terms
These Terms may be updated by us from time to time without notice to you. We will post any changes to these Terms on this page, and we will indicate at the top of the page the date that these Terms were last revised.
By using Lesson Planet after any such changes, you accept the new Terms. If you do not agree to abide by these or any new Terms, do not use, access, or continue to access Lesson Planet. It is your responsibility to regularly check this page to determine if there have been any changes to these Terms and to review them.
Lesson Planet is not intended for use by children. You must be 18 years of age or older to use this site.
GDPR – General Data Protection Regulation
Lesson Planet proudly protects our visitors and customers with the highest level of data privacy and security. Lesson Planet’s policies for data protection, processing, export, transfer, removal and breach reporting are in full compliance of the General Data Protection Regulation legislation. Response procedures for all requests are available upon request.
You agree that the information you provide to Lesson Planet on registration and at all other times will be true, accurate, current, and complete and that you will ensure that this information is kept accurate and up-to-date at all times. If you provide any information that is untrue, inaccurate, not current, or incomplete, Lesson Planet may suspend or terminate your account and refuse any and all current and future use of the Lesson Planet website or services.
When you set up your Membership account with Lesson Planet, you establish a username and password. You are solely responsible for maintaining the confidentiality of your username and password and for restricting access to your account. You are fully responsible for all activities that occur under your username and password. You agree to (a) immediately notify Lesson Planet of any unauthorized use of your username, password, or account, or any other breach of security, (b) ensure that you are the only authorized user accessing your account, and (c) exit from your account at the end of each session. Lesson Planet cannot and will not be liable for any loss or damage arising from the unauthorized use of your password. If you feel your password is no longer secure, you should change it immediately. If you lose or forget your password, click here.
You are also responsible for providing an accurate and reliable email address. We use the email address that you provide to contact you with important updates and information about our services, including information about renewals or changes to your subscription. We cannot and will not be liable for any loss or damage arising out of your failure to receive any notification that we send to the email address that you provide to us (whether that failure results from you changing your email address, the functionality of your spam filter, or any other delivery problem).
You may manage your promotional, newsletter, or other email communication preferences, and also update or correct your Membership information, by logging in at https://www.lessonplanet.com. Click on your name and then on “My Member Profile.”
Full access to Lesson Planet requires the purchase of a paid Membership plan. By purchasing a Membership, you represent that you are 18 years or older and that you are authorized to use the chosen Payment Method for the purpose of purchasing a Membership as described herein. A Membership is valid only for the Member for whom it is purchased and is otherwise non-transferable.
To sign up for a 10-Day Free Trial (“Free Trial”) at Lesson Planet, you must provide an email address and a current, valid accepted payment method as indicated during sign-up (“Payment Method”). YOU MAY CANCEL AT ANY TIME DURING YOUR FREE TRIAL. IF YOU CANCEL PRIOR TO THE END OF YOUR FREE TRIAL, NO CHARGE WILL BE MADE TO YOUR PAYMENT METHOD. If you sign up using an American Express card, we will run an authorization in the amount of $1 to validate the credit card number. The $1 will be immediately re-credited to your account. You will have full access to Lesson Planet for 10 days from the date you sign up (or as otherwise specified if your Free Trial is extended). You will not receive notice from us that your Free Trial has ended or that your paid Membership period has begun.
If you do not cancel on or before the last day of your Free Trial, your Payment Method will be charged the day after your Free Trial ends at the rate for your selected Membership plan. We offer a number of Membership plans, including special promotional plans or Memberships with different limitations. We reserve the right to modify, terminate, or otherwise amend our offered Membership plans. In certain situations, your Payment Method issuer may charge you a foreign transaction fee or related charges. These are not part of your Lesson Planet Membership fees. Check with your bank or Payment Method issuer for details.
By signing up for a Lesson Planet Membership, you expressly agree that we are authorized to automatically renew your Membership on your renewal date, by charging your Payment Method the then-current rate for your selected plan.
If you selected a non-monthly Membership (1-Year, 2-Year, etc.), you will receive an email 30 days before your Membership renewal date, reminding you that your Payment Method will be charged unless you cancel your automatic renewal before your renewal date.
If you have a Monthly Membership, we will continue to charge your Payment Method on a monthly basis until you cancel. Your Payment Method will be charged on the calendar day that corresponds to the first day of your paid Membership. If your paid Membership began on a day that is not contained in a given month, your monthly fee will be charged on the last day of that month. For example, if your Membership began on August 31, your Payment Method would next be charged on September 30. You will receive a renewal reminder email 30 days prior to the 12-month anniversary of your paid monthly Membership.
If you have a non-monthly Membership (1-Year, 2-Year, etc.), you may cancel your automatic renewal at any time. If you cancel your automatic renewal, you will not be charged on your scheduled renewal date. However, you will continue to have full access to Lesson Planet until your current Membership expiration date. If you have a Monthly Membership, you may cancel your Membership at any time. You will have full access to Lesson Planet until your current Membership expiration date.
For non-monthly Memberships, upon request, we will refund your full Membership fee up to 45 days after your Payment Method has been charged. Refunds will be issued to the purchasing Payment Method. We do not provide partial or prorated refunds. Upon refund of your fee, you will no longer have full access to Lesson Planet. If you have a Monthly Membership, we do not offer any refunds on partial months. To request a refund, e-mail MemberSuccess@lessonplanet.com or call (888) 909-9035 (M-F 8:00am – 12:00pm, 1:00pm – 4:30pm PT).
Subject to these Terms, Lesson Planet hereby grants you the right to access and use the Lesson Planet website, products, tools, and services. Your Lesson Planet Membership is intended for your personal, non-commercial use only. Lesson Planet retains all rights with respect to our services, content, and other forms of intellectual property, except such rights as we may expressly grant to you in this agreement or any other express written agreement. You agree not to republish or otherwise distribute materials created by Lesson Planet unless we specifically authorize you to do so. The content and software of the Lesson Planet website (including, but not limited to, our databases, tools, applications, unique compilations of data, and other processes) are the proprietary property of Lesson Planet and are protected by US and international copyright and other intellectual property laws. You agree not to frame, or assist third parties in framing, any of the web pages contained on Lesson Planet’s website. Such framing is strictly prohibited under these Terms.
Any features of the Lesson Planet website, products, tools, and services where you are capable of posting, publishing, or sharing Member Content are provided for the exchange of lawful, relevant, fair, and appropriate information, opinions, files, collections, links, and comments. You acknowledge that all information, data (including registration data), text, software, music, sound, photographs, graphics, video, messages, educational resources, files, collections, links, and other materials, whether publicly posted or privately transmitted, are the sole responsibility of the person from which such content originated. Lesson Planet accepts no responsibility for, and does not guarantee, the accuracy, integrity, nor quality of any Member Content stored, posted, published, nor placed on our website, products, tools, and/or services by you or any third-party.
You agree not to use the Lesson Planet website in any manner that could damage, disable, overburden, or impair the Lesson Planet website.
The following behaviors are prohibited by Lesson Planet. You agree that you shall not:
Lesson Planet reserves the right to exercise whatever lawful means it deems necessary to prevent unauthorized or inappropriate use of the Lesson Planet website, including but not limited to, technological barriers, IP mapping, and directly contacting your Internet Service Provider (ISP) regarding such unauthorized use.
Lesson Planet contains links or references to other web sites, resources (i.e. images, videos, text, etc) and services solely as a convenience to members, users and/or clients. Because we have no control over such sites, services, and resources, we are not responsible for the availability and/or appropriateness of such external sites, services, or resources (although we constantly monitor to identify and remove any links on the Lesson Planet website that are not working properly). We do not endorse and are not responsible or liable for any content, advertising, products, or other materials displayed on or available from such third-party websites or resources. In addition, your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Lesson Planet website are solely between you and such advertiser. Access and use of third-party websites, services, partners (i.e. Pixabay, Knovation/ACT, etc) or other resources are conducted solely at your own risk.
You acknowledge and agree that Lesson Planet is not responsible nor liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance upon any content, goods, or services available on or through any such website, service, or resource.
The entire content of Lesson Planet, including but not limited to, all site data, reviews, professional development videos, documents, articles, ratings, comments, unique compilations of data, visual interfaces, graphics, design, information, computer code (including source code or object code), products, services, and all other elements of the Lesson Planet website, and any supporting software (except for any Member Content that is provided and owned by Members) are the sole, proprietary property of Lesson Planet, and/or its Content-Partners, and are protected by United States copyright, patent, trade secret, trade dress, trademark, international copyright, and all other relevant intellectual property laws. The reproduction, redistribution, modification, or publication of any part of Lesson Planet without our express written consent is strictly prohibited.
You agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of such materials except as expressly authorized by Lesson Planet. Lesson Planet reserves all rights not expressly granted in these Terms.
Unless otherwise indicated, trademarks that appear on the Lesson Planet website are trademarks of Lesson Planet. All other trademarks not owned by Lesson Planet that appear on the Lesson Planet website are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Lesson Planet. You agree not to display, disparage, dilute, or taint our trademarks, nor to use any confusing similar marks or our trademarks in such a way that would misrepresent the ownership of such marks. Any permitted use of our trademarks by you shall be to the benefit of Lesson Planet.
Lesson Planet hereby grants to you a personal, limited, non-exclusive, non-transferable, freely revocable license to use the Lesson Planet website for the uploading and distributing of authorized digital content, including electronic documents, files, and collections (“Member Content”), subject to your compliance with these Terms. Member Content is uploaded and published or shared at your own risk. Lesson Planet will use commercially reasonable security measures to protect unauthorized copying of Member Content. However, Lesson Planet cannot guarantee that there will be no unauthorized copying or distribution of Member Content, nor will Lesson Planet be liable for any copying or usage of the Member Content not authorized by Lesson Planet.
Lesson Planet hereby grants to you a personal, limited, non-exclusive, non-transferable, freely revocable license to view and download Member Content posted, published, or shared on the Lesson Planet website, subject to your compliance with these Terms. The foregoing license is subject to the limitations on use under which such Member Content is distributed. Member Content is licensed under a
Creative Commons Attribution-ShareAlike 4.0 International License.
For more information on the Creative Commons Attribution-ShareAlike 4.0 International License, click here.
Without limiting any of the above representations or warranties, we have the right (though not the obligation) to, in our sole discretion (i) refuse or remove any content that, in our reasonable opinion, violates any Lesson Planet policy or is in any way harmful or objectionable, or (ii) terminate or deny access to and use of the Website to any individual or entity for any reason, in our sole discretion. Lesson Planet will have no obligation to provide a refund of any amounts previously paid.
You retain all of your ownership rights to Member Content that you upload and publish or share to the Lesson Planet website. However, by uploading and publishing or sharing Member Content to the Lesson Planet website, you are granting Lesson Planet and others the right to use your Member Content. The default license for all Member Content uploaded to the Lesson Planet website, products, tools, and/or services is Creative Commons Attribution-ShareAlike 4.0 International License. Therefore, the following applies to all Member Content uploaded through the Lesson Planet website, unless otherwise agreed to in a separate written agreement between you and Lesson Planet, and signed by an authorized representative of Lesson Planet:
You acknowledge and agree that Lesson Planet may make minor edits: (a) to your Member Content if it becomes aware of spelling or grammatical errors within such Member Content; and (b) to the description you provide of your Member Content in order to improve the search functionality associated with such content on the Lesson Planet website.
This license grant survives even if your Member Content is removed from the Lesson Planet website by you or another party. By uploading and publishing or sharing Member Content, you hereby warrant that your Member Content is free of any digital rights management protections or functionality, including any software designed to limit the number of times Member Content may be copied or played.
Certain content on the Lesson Planet website has been provided by our Content Partners, notwithstanding any other provisions of these Terms. You are hereby granted a non-exclusive, non-sublicensable, non-transferable right and license to access and use Lesson Planet Content-Partner Content for the sole purpose of performing the duties within the scope of your employment as an educator. You acknowledge that our Content Partners are the sole owners of all Content-Partner Content. You agree that you will not use Lesson Planet Content-Partner Content for any commercial purposes and that any derivative works created by you from Content-Partner Content will only be used, distributed, transferred, or reproduced as part of your duties within the scope of your employment for your students.
You are solely responsible for your Member Content and the consequences of posting or publishing it. By uploading and publishing your Member Content, you affirm, represent, and warrant that:
(a) you are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize Lesson Planet and our Members to use your Member Content as necessary to exercise the licenses granted by you in this section and in the manner described by Lesson Planet and these Terms;
(b) your Member Content does not and will not: (1) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right, or (2) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; and
(c) Your Member Content does not contain any viruses, adware, spyware, worms, or other malicious code.
You understand that when using the Lesson Planet website you will be exposed to Member Content from a variety of sources, and that Lesson Planet is not responsible for the accuracy, usefulness, or intellectual property rights of or relating to such Member Content. You further understand and acknowledge that you may be exposed to Member Content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Lesson Planet with respect thereto. Lesson Planet does not endorse any Member Content or any opinion, recommendation, or advice expressed therein, and Lesson Planet expressly disclaims any and all liability in connection with Member Content. If notified by a Member or a content owner of Member Content that allegedly does not conform to these Terms, Lesson Planet may investigate the allegation and determine in its sole discretion whether to remove the Member Content, which it reserves the right to do at any time and without notice.
In cases of alleged copyright infringement, it is our policy to respond to clear notices that comply with the Digital Millennium Copyright Act (“DMCA”). In addition, we will promptly terminate without notice the accounts of those determined to be “repeat infringers.” If you are a copyright owner or an agent thereof, and you believe that any content hosted on Lesson Planet infringes on your copyrights, you may submit a notification pursuant to the DMCA by providing Lesson Planet’s Designated Copyright Agent with information in writing at the following address:
DMCA Designated Agent
Education Planet, Inc. (d/b/a Lesson Planet)
924 Anacapa Street
Santa Barbara, CA 93101
Facsimile: (805) 560-8455
To be effective, a notice must include the following:
Please note that, under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.
Please note that Lesson Planet may, at our discretion, send a copy of such notices to a third party for publication. As such, your letter (with personal information removed) may be forwarded to Chilling Effects for publication. To learn more about Chilling Effects, click here.
If you elect to send us a counter-notice, it is effective only if it is a communication that includes the following (please consult your legal counsel or see 17 U.S.C. Section 512(g)(3) to confirm these requirements):
Please note that under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability.
For clarity, only DMCA notices should go to the Lesson Planet Designated Agent. Any other feedback, comments, requests for technical support, or other communications should be directed to Lesson Planet Member Success Team at MemberSuccess@lessonplanet.com. You acknowledge that if you fail to comply with all of the requirements of this section, your DMCA notice may not be valid.
You acknowledge that it is not feasible for Lesson Planet to review the personal information for all users of the Lesson Planet website, nor to review all third-party content and postings on our website (let alone the websites of third parties to which our site may link). Accordingly, Lesson Planet cannot, does not, and will not confirm the accuracy of any such information, content, or postings. We advise you to exercise a reasonable degree of caution in dealing with such information, content, postings, and/or other users on the Lesson Planet website.
You agree to defend, indemnify, and hold Lesson Planet and its subsidiaries, affiliates, partners, officers, directors, agents, contractors, and employees, and its third-party suppliers and licensors, harmless from any claims, losses, damages, and liabilities, including reasonable attorneys’ fees and legal expenses, made by any third party due to or arising out of: content that you submit, post to, or transmit through the Lesson Planet website, products, tools, and/or services; your use of the Lesson Planet website, products, tools, and/or services; your connection to the Lesson Planet website; your violation of these Terms; your violation of any rights of another person or entity; or your breach of the representations, warranties, and covenants made by you herein. Lesson Planet reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Lesson Planet, and you agree to cooperate with Lesson Planet’s defense of these claims. Lesson Planet will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE LESSON PLANET WEBSITE, PRODUCTS, TOOLS, AND SERVICES IS AT YOUR SOLE RISK. THE LESSON PLANET WEBSITE, PRODUCTS, TOOLS, AND SERVICES ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” BASIS. LESSON PLANET EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF TITLE, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTIES OF NON-INFRINGEMENT. a) WITHOUT LIMITING THE FOREGOING, LESSON PLANET MAKES NO WARRANTY THAT: (i) THE LESSON PLANET WEBSITE, PRODUCTS, TOOLS, AND SERVICES WILL MEET YOUR REQUIREMENTS; (ii) THE LESSON PLANET WEBSITE, PRODUCTS, TOOLS, AND SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE THE LESSON PLANET WEBSITE, PRODUCTS, TOOLS, AND SERVICES WILL BE ACCURATE OR RELIABLE; (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE LESSON PLANET WEBSITE, PRODUCTS, TOOLS, AND SERVICES WILL MEET YOUR EXPECTATIONS; AND/OR, (v) ANY ERRORS IN THE SOFTWARE OR CONTENT ASSOCIATED WITH THE LESSON PLANET WEBSITE, PRODUCTS, TOOLS, AND SERVICES WILL BE CORRECTED. b) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE LESSON PLANET WEBSITE, PRODUCTS, TOOLS, AND SERVICES IS OBTAINED AND USED AT YOUR OWN DISCRETION AND RISK. THOUGH WE WILL SCAN ALL MEMBER CONTENT FOR MALWARE AND WILL NOT ALLOW CORRUPTED FILES TO BE STORED OR SHARED, YOU AGREE THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. c) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OR THROUGH THE LESSON PLANET WEBSITE (OR ANY OF ITS AGENTS OR EMPLOYEES), PRODUCTS, TOOLS, AND SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT LESSON PLANET SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGE, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE LESSON PLANET WEBSITE, PRODUCTS, TOOLS, AND SERVICES; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE LESSON PLANET WEBSITE, PRODUCTS, TOOLS, AND SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE LESSON PLANET WEBSITE OR UTILIZING OUR TOOLS, PRODUCTS, OR SERVICES; OR (v) ANY OTHER MATTER RELATING TO THE LESSON PLANET WEBSITE, PRODUCTS, TOOLS, AND SERVICES.
CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN INCIDENTAL OR CONSEQUENTIAL DAMAGES. IF YOU RESIDE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS IN THE SECTIONS ABOVE TITLED “DISCLAIMER OF WARRANTIES” AND “LIMITATION OF LIABILITY” MAY NOT APPLY TO YOU AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OR WARRANTIES, REMEDIES, OR LIABILITY CONTAINED IN THESE TERMS APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION WHERE YOU ARE LOCATED.
a) Strikes, lock-outs, or other industrial action.
b) Civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not), or threat or preparation for war.
c) Fire, explosion, storm, flood, earthquake, subsidence, epidemic, or other natural disaster.
d) Impossibility of the use of railways, shipping, aircraft, motor transport, or other means of public or private transport.
e) Impossibility of the use of public or private telecommunications networks or utilities.
f) The acts, decrees, legislation, regulations, or restrictions of any government.
You acknowledge that we may establish general practices and limits concerning use of our website, products, tools, and services, including without limitation the maximum number of days that any uploaded content will be retained by us, the maximum storage that will be allotted on our servers on your behalf and the maximum number of times (and maximum duration for which) you may access our website, products, tools, and services in any given period of time. You agree that we have no responsibility or liability for the deletion or failure to store any messages or other communications or other content maintained or transmitted by us. You further acknowledge that we have the right, in our sole and absolute discretion, to change these general practices and limits at any time, with or without notice.
You agree that Lesson Planet, in its sole discretion, for any or no reason, and without penalty, may terminate any account (or any part thereof) you may have with Lesson Planet or your use of Lesson Planet, and remove and discard all or any part of your account, Member profile, and any Member Content, at any time. Lesson Planet may also in its sole discretion and at any time discontinue providing access to Lesson Planet, or any part thereof, with or without notice. You agree that any termination of your access to Lesson Planet or any account you may have or portion thereof may be effected without prior notice, and you agree that Lesson Planet will not be liable to you or any third party for any such termination. Any suspected fraudulent, abusive, or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Lesson Planet may have at law or in equity. Your only remedy with respect to any dissatisfaction with (a) the Lesson Planet website, (b) any of the Terms, (c) any policy or practice of Lesson Planet in operating the Lesson Planet website, or (d) any content or information transmitted through the Lesson Planet website, is to terminate your account and your use of Lesson Planet.
The section titles in these Terms are intended for convenience only and have no legal or contractual effect.